CTD HOLDINGS, INC. (OTCMKTS:CTDH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 31, 2019, CTD Holdings, Inc. (the “Company”) completed a private placement (the “Private Placement”) of its securities to a group of accredited investors (the “Investors”) that included several directors of the Company and members of management, to a Securities Purchase Agreement between the Company and the Investors (the “Purchase Agreement”), dated as of May 30, 2019. Investors in the Private Placement purchased a total of 29,770,000 units at a price per unit of $0.25, each unit consisting of one share of common stock (the “Shares”) and one warrant to purchase a share of common stock (the “Warrants”), resulting in gross proceeds to the Company of $7,442,500, before deducting placement agent fees and offering expenses. The Shares and Warrants comprising the units were issued separately. The Warrants are exercisable immediately upon issuance at an exercise price of $0.30 per share and expire on the 66-month anniversary of the issuance date.
The Private Placement was effected to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.
ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), acted as sole placement agent for the offering to a Placement Agency Agreement between the Company and ThinkEquity dated as of May 30, 2019. to terms of the Placement Agency Agreement, the Company paid a cash fee to ThinkEquity in the amount of $453,000 and issued warrants to ThinkEquity and its designees to purchase an aggregate of 1,359,000 shares of common stock with the same terms as the Warrants issued to the Investors (the “Placement Agent Warrants”).
to the Purchase Agreement, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), to which the Company has agreed to file a registration statement (the "Registration Statement”) with the Securities and Exchange Commission to register the resale of the Shares and shares of common stock underlying the Warrants and the Placement Agent Warrants. In addition, the Company’s directors and officers entered into Lock-Up Agreements at the closing under which they have agreed not to sell any of their securities of the Company until the earliest of (i) 270 days after the effective date of the Registration Statement, (ii) 365 days after the closing, and (iii) 120 days after the listing of Company’s common stock on a national securities exchange.
The information set forth above is qualified in its entirety by reference to the actual terms of the Purchase Agreement, the Placement Agency Agreement, the Registration Rights Agreement, and the Warrants, which have been filed as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 10.2 | Placement Agency Agreement, dated as of May 30, 2019, between CTD Holdings, Inc. and ThinkEquity, a division of Fordham Financial Management, Inc. |
| Exhibit 10.3 | Registration Rights Agreement, dated as of May 30, 2019, between CTD Holdings, Inc. and purchasers party thereto. |
| Exhibit 99.1 | Press Release issued May 30, 2019 |
| Exhibit 99.2 | Press Release issued May 31, 2019 |
CTD HOLDINGS INC Exhibit
EX-4.1 2 ex_146355.htm EXHIBIT 4.1 ex_146355.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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About CTD HOLDINGS, INC. (OTCMKTS:CTDH)
CTD Holdings, Inc. is a biotechnology company. The Company is focused on the use of cyclodextrins in drug development. The United States Food and Drugs Administration has accepted the Type II Drug Master File for its lead drug candidate, Trappsol Cyclo (hydroxypropyl beta cyclodextrin), for filing, as a treatment for Neimann-Pick Type C disease (NPC). NPC is a fatal cholesterol metabolism disease found primarily in children and young adults. It also sells cyclodextrins and related products to the pharmaceutical, nutritional and other industries, primarily for use in diagnostics and specialty drugs. Its product lines include Trappsol, Aquaplex and AP-Flavor. The Trappsol product line includes basic cyclodextrins, and cyclodextrins with various chemical adducts resulting in over 100 various cyclodextrins. The Aquaplex product line includes various cyclodextrins combined with over 80 various ingredients. The AP-Flavor product lines are cyclodextrins that contain various food flavors.